Groupon, Inc. — Director's Dealing 2014

Mar 31, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2014-03-19

Reporting Person: Viswanath Sri (SVP Engineering and Operations)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (812500.0000)		Direct
Restricted Stock Units	$		Class A Common Stock (270000.0000)		Direct

Footnotes

F1: The restricted stock units reported on this line vest quarterly in 16 equal installments, beginning on July 13, 2013, subject to Mr. Viswanath's continued employment with the Company through each vesting date.

F2: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: 120,000 of the restricted stock units reported on this line will vest on December 31, 2014, 17,500 of the restricted stock units will vest quarterly beginning on March 31, 2015, during calendar year 2015, 7,500 of the restricted stock units will vest quarterly beginning on March 31, 2016, during calendar year 2016, and 12,500 of the restricted stock units will vest quarterly beginning on March 31, 2017, during calendar year 2017, in each case subject to Mr. Viswanath's continued employment with the Company through each vesting date.